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                                                                  EXHIBIT 10.54



                        FOURTEENTH AMENDMENT AND WAIVER


         FOURTEENTH AMENDMENT AND WAIVER (this "Amendment"), dated as of
May 15, 1999, among ANCHOR GLASS CONTAINER CORPORATION, f/k/a Anchor Glass
Acquisition Corporation, a Delaware Corporation (the "Borrower"), the financial
institutions party to the Credit Agreement referred to below (the "Lenders"),
BANKERS TRUST COMPANY, as an Issuing Bank (an "Issuing Bank"), BT COMMERCIAL
CORPORATION, acting as Co-Syndication Agent and Agent (the "Agent"), and PNC
BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent and as an Issuing Bank (an
"Issuing Bank"). All capitalized terms used herein and not otherwise defined
shall have the respective meanings provided such terms in the Credit Agreement
referred to below.



                             W I T N E S S E T H :


         WHEREAS, the Borrower, the Lenders, the Issuing Banks and the Agent
are parties to a Credit Agreement, dated as of February 5, 1997 (as amended,
modified or supplemented through the date hereof, the "Credit Agreement");

         WHEREAS, G&G Investments, Inc. ("G&G") and the Borrower are parties to
an Intercompany Note, dated as of September 8, 1998 (the "Intercompany Note"),
in the principal amount of U.S. $17,330,021.37, between G&G, as Maker, and the
Borrower, as Holder;


         WHEREAS, the undersigned banks recognize and understand that there is
no Eighth Amendment and Waiver, Ninth Amendment and Waiver, or Tenth Amendment
and Waiver and agree to continue to refer to the Amendment and Waiver dated
September 8, 1998, the Amendment and Waiver dated January 28, 1999, the
Amendment and Waiver dated March 29, 1999, and this Amendment as the Eleventh
Amendment and Waiver, Twelfth Amendment and Waiver, Thirteenth Amendment and
Waiver, and Fourteenth Amendment and Waiver, respectively; and


         WHEREAS, the parties hereto wish to amend and/or waive certain
provisions of the Credit Agreement as herein provided, subject to and on the
terms and conditions set forth herein;


         NOW, THEREFORE, it is agreed:

         1. Notwithstanding any provision of the Credit Agreement, the Borrower
may amend the Intercompany Note to extend the Maturity Date thereof to July 1,
1999.

         2. The Required Lenders waive the provisions of Section 8.1 with
respect to the sale by the Borrower to DLJ Capital Funding, Inc. of $14,000,000
in payments owing by Miller Brewing Company to Borrower under Section 12 of the
Supply Agreement dated as of April 30, 1999 between Borrower and Miller Brewing
Company, and hereby consent to the





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Collateral Agent's release of any and all Liens on such payments in favor of
the Collateral Agent created by the Collateral Documents, so long as the
proceeds thereof (of approximately $11.2 million) are applied to repay
Revolving Loans (without any reduction of the Total Commitments).

         3. In order to induce the Lenders to enter into this Amendment, the
Borrower hereby represents and warrants that (i) the representations,
warranties and agreements contained in Article 6 of the Credit Agreement are
true and correct in all material respects on and as of the Fourteenth Amendment
Effective Date (as defined in Section 7 of this Amendment and after giving
effect thereto) (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be required to
be true and correct in all material respects only as of such specified date)
and (ii) there exists no Default or Event of Default on the Fourteenth
Amendment Effective Date, after giving effect to this Amendment.

         4. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

         5. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower, the Agent and each Lender.

         6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

         7. This Amendment shall become effective on the date (the "Fourteenth
Amendment Effective Date") when the Borrower and the Required Lenders shall
have signed a counterpart hereof (whether the same or different counterparts)
and shall have delivered (including by way of facsimile transmission) the same
to the Agent at its address for notice provided for in the Credit Agreement.

         8. From and after the Fourteenth Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby.

                                     * * *







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         IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.


                                     ANCHOR GLASS CONTAINER CORPORATION



                                     By: /s/ M. William Lightner, Jr,
                                        ---------------------------------------
                                     Name:   M. William Lightner, Jr.
                                     Title:  Senior Vice President &
                                             Chief Financial Officer


                                     BT COMMERCIAL CORPORATION,
                                        Individually, as Agent and as
                                        Co-Syndication Agent



                                     By: /s/ Frank A. Chiovari
                                        ---------------------------------------
                                     Name:   Frank A. Chiovari
                                     Title:  Vice President


                                     PNC BANK, NATIONAL ASSOCIATION,
                                        Individually, as Co-Syndication Agent
                                        and Issuing Bank



                                     By: /s/ Enrico A. Della Corna
                                        ---------------------------------------
                                     Name:   Enrico A. Della Corna
                                     Title:  Vice President


                                     BANKERS TRUST COMPANY, as Issuing Bank



                                     By: /s/ Frank A. Chiovari
                                        ---------------------------------------
                                     Name:   Frank A. Chiovari
                                     Title:  Vice President




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                                     THE CIT GROUP/BUSINESS CREDIT, INC.



                                     By: /s/ Karen Hoffman
                                        ---------------------------------------
                                     Name:   Karen Hoffman
                                     Title:  Vice President


                                     CORESTATES BANK, N.A.



                                     By: /s/ Jennifer Avrigian
                                        ---------------------------------------
                                     Name:   Jennifer Avrigian
                                     Title:  Assistant Vice President


                                     FLEET BANK



                                     By:
                                        ---------------------------------------
                                     Name:
                                     Title:


                                     KEY CORPORATE CAPITAL, INC.



                                     By:
                                        ---------------------------------------
                                     Name:
                                     Title:


                                     MELLON BANK, N.A.



                                     By: /s/ Thomas J. Bugieda
                                        ---------------------------------------
                                     Name:   Thomas J. Bugieda
                                     Title:  Assistant Vice President




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                                     NATIONAL BANK OF CANADA



                                     By: /s/ Donald P. Haddad
                                        ---------------------------------------
                                     Name:   Donald P. Haddad
                                     Title:  Vice President & Manager



                                     By: /s/ G.B. Knell
                                        ---------------------------------------
                                     Name:   G.B. Knell
                                     Title:  Vice President


                                     NATIONAL CITY COMMERCIAL FINANCE, INC.



                                     By: /s/ Stanley J. Gregorin, Jr.
                                        ---------------------------------------
                                     Name:   Stanley J. Gregorin Jr.
                                     Title:  Vice President


                                     SUMMIT COMMERCIAL/GIBRALTAR CORP.



                                     By: /s/ Alan M. Lapidus
                                        ---------------------------------------
                                     Name:   Alan M. Lapidus
                                     Title:  Senior Vice President